1 unchanged sentence
Trading Arrangements
−Removed: During the three months ended September 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a “Rule 10b5-1 trading arrangement” or non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K).
+Added: During the three months ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a “Rule 10b5-1 trading arrangement” or non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K).
Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934
12 unchanged sentences
Neither we nor BX is representing as to the accuracy or completeness of the disclosure nor do we or BX undertake any obligation to correct or update it.
−Removed: We understand that BX disclosed the following in their most recent quarterly report on Form 10-Q, and as of November 9, 2023, the Company is unaware of any changes to the relationship status between BX and Mundys S.p.A, therefore, the Company included BX’s disclosure of certain activities, transactions or dealings between BX and Iran.
+Added: We understand that BX disclosed the following in their most recent quarterly report on Form 10-Q, and as of March 31, 2024, the Company is unaware of any changes to the relationship status between BX and Mundys S.p.A, therefore, the Company included BX’s disclosure of certain activities, transactions or dealings between BX and Iran.
Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934.
1 unchanged sentence
on November 18, 2022 in connection with the voluntary public tender offer by Schema Alfa S.p.A.
−Removed: for all of the shares of Mundys S.p.A., pursuant to which such funds obtained a minority non-controlling interest in Mundys S.p.A.
+Added: for all of the shares of Mundys S.p.A., pursuant to which such funds obtained a minority noncontrolling interest in Mundys S.p.A.
Mundys S.p.A.
3 unchanged sentences
ADR, as airport operator, is under a mandatory obligation to provide airport services to all air carriers (including Iran Air) authorized by the applicable Italian authority.
−Removed: The relevant turnover attributable to these activities (whose consideration is calculated on the basis of general tariffs determined by such independent Italian authority) in the quarter ended September 30, 2023 was less than €65,000.
+Added: The relevant turnover attributable to these activities (whose consideration is calculated on the basis of general tariffs determined by such independent Italian authority) in the quarter ended March 31, 2024 was less than €70,000.
Mundys S.p.A.
10 unchanged sentences
4.4 – Form of 5.875% Senior Notes Due 2030 (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 14, 2022) .
+Added: 4.5 – Indenture, dated December 6, 2023, by and among Kinetik Holdings Inc., Kinetik Holdings LP and U.S.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 6, 2023).
+Added: 4.6 – Form of 6.625% Sustainabilit y-Linked Senior Notes (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on December 6, 2023).
10.1 – Third Amended and Restated Agreement of Limited Partnership of Altus Midstream LP, dated as of October 22, 2021
+Added: – Form of Restricted Stock Unit Agreement (2024 VPs and Above) (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K filed on March 5, 2024).
+Added: – Form of Performance Stock Unit Agreement (2024) (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed on March 5, 2024).
+Added: – Form of Restricted Stock Unit Agreement ( 2024 All Other Employees) (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed on March 5, 2024).
+Added: – Form of Restricted Stock Unit Agreement (2024 Directors) (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed on March 5, 2024).
+Added: – Form of Deferred S tock Unit Agreement (2024 Directors) (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed o n March 5, 2024).
+Added: – Kinetik Holdings Inc .
+Added: Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 5, 2024).
+Added: – Form of Participation Agreement pursuant to the Kinetik Holdings Inc.
+Added: Executive Severance Plan (incorporated by reference to Exhibit 10.2 to the Regi strant’s Current Report on Form 8-K filed March 5, 2024).
+Added: – Rec eivables Purchase Agreement, dated April 2, 2024, by and among Kinetik Receivables LLC, as the seller, Kinetik Holdings LP, a subsidiary of Kinetik Holdings Inc., as the servicer, PNC Bank, National Association, as administrative agent, PNC Capital Markets LL C, as structuring agent, and the purchasers party thereto.
+Added: – Sale and Contribution Agreement, dated April 2, 2024, by and among Kinetik Holdings LP, a subsidiary of Kinetik Holdings Inc., Kinetik Receivables LLC and the originators party thereto.
– Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) .
2 unchanged sentences
32.2** – Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(b) and 18 U.S.C.
−Removed: 101* – The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL:
+Added: 101* – The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL:
(i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Changes in Equity and Noncontrolling Interests and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
9 unchanged sentences
The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
+Added: † Management contracts or compensatory plans or arrangements.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KINETIK HOLDINGS INC.
−Removed: November 9, 2023 /s/ Jamie Welch
+Added: May 9, 2024 /s/ Jamie Welch
Chief Executive Officer, President and Director
(Principal Executive Officer)
−Removed: November 9, 2023 /s/ Steven Stellato
+Added: May 9, 2024 /s/ Steven Stellato
Steven Stellato
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.